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Registration Statement No. 33-56923
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
SCANA Corporation
(Exact name of registrant as specified in its charter)
South Carolina
(State or other jurisdiction of incorporation or organization)
57-0784499
(I.R.S. employer identification number)
1426 Main Street, Columbia, South Carolina 29201
(Address of principal executive offices) (Zip code)
SCANA Corporation Stock Purchase-Savings Plan
(Full title of the plan)
Asbury H. Gibbes
Senior Vice President, General Counsel and Assistant Secretary
SCANA Corporation
1426 Main Street, Columbia, South Carolina 29201
(Name and address of agent for service)
(803) 748-3101
(Telephone number, including area code, of agent for service)
Copy To:
Elizabeth B. Anders
McNair & Sanford, P.A.
1301 Gervais Street
17th Floor
Columbia, SC 29201
(803) 799-9800
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This registration statement is being amended pursuant to Rule 416 of
Regulation C to revise the number of shares registered hereunder as a result of
a stock split to become effective as of the close of business on May 11, 1995
(the "Effective Date"). As of the Effective Date 292,964 of the 2,000,000
shares of common stock without par value ("Common Stock") originally registered
hereunder have been issued. Accordingly, this registration statement is hereby
amended to register 1,707,036 additional shares of Common Stock resulting in a
total of 3,707,036 being registered hereunder. The proposed maximum aggregate
offering price and the amount of the registration fee previously remitted to the
Commission are unchanged.
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Part II
Item 3. Incorporation Of Documents By Reference
This Registration Statement on Form S-8 hereby incorporates the following
documents which are not presented herein:
1) Annual Report of the Company on Form 10-K for the year
ended December 31, 1994, as amended.
2) Annual Report of the Company's Stock Purchase-Savings Plan
(the "Plan") for the year ended December 31, 1994 as
filed on Form 10-K/A.
3) SCANA Corporation Form 8-K dated April 28, 1995.
4) The Registration Statement for Common Stock of the
Company under the Exchange Act on Form 8-B dated
November 6, 1984, as amended.
5) Description of Common Stock of the Company as set
forth in Registration Statement No. 33-49759.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
of 1934, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and
to be a part hereof from the date of filing of such documents. Any
statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other
subsequently filed document that also is or is deemed to be
incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a
part of this Registration Statement.
Item 4. Description of Securities.
Not Applicable
Item 5. Interests of Named Experts and Counsel.
At February 28, 1995, Asbury H. Gibbes, Esquire, who is Senior
Vice President, General Counsel and Assistant Secretary, and a
full-time employee of the Company, owned beneficially 4,746 shares
of the Company's Common Stock, including shares acquired by the
trustee under the Plan by use of contributions made by Mr. Gibbes
and earnings thereon, and including shares purchased by the trustee
by use of Company contributions and earnings thereon.
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Item 6. Indemnification of Directors and Officers
The South Carolina Business Corporation Act of 1988 permits,
and the Registrant's By-Laws require, indemnification of the
Registrant's directors and officers in a variety of circumstances,
which may include indemnification for liabilities under the
Securities Act of 1933, as amended (the "Securities Act"). Under
Sections 33-8-510, 33-8-550 and 33-8-560 of the South Carolina
Business Corporation Act of 1988, a South Carolina corporation is
authorized generally to indemnify its directors and officers in
civil or criminal actions if they acted in good faith and
reasonably believed their conduct to be in the best interests of
the corporation and, in the case of criminal actions, had no
reasonable cause to believe that the conduct was unlawful. The
Registrant's By-Laws require indemnification of directors and
officers with respect to expenses actually and necessarily incurred
by them in connection with the defense or settlement of any action,
suit or proceeding in which they are made parties by reason of
having been a director or officer, except in relation to matters as
to which they shall be adjudged to be liable for willful misconduct
in the performance of duty and to such matters as shall be settled
by agreement predicated on the existence of such liability. In
addition, the Registrant carries insurance on behalf of directors,
officers, employees or agents that may cover liabilities under the
Securities Act. The Registrant's Restated Articles of
Incorporation provide that no director of the corporation shall be
liable to the corporation or its shareholders for monetary damages
for breach of his fiduciary duty as a director occurring after
April 26, 1989, except for (i) any breach of the director's duty of
loyalty to the Registrant or its shareholders, (ii) acts or
omissions not in good faith or which involve gross negligence,
intentional misconduct or a knowing violation of law, (iii) certain
unlawful distributions or (iv) any transaction from which the
director derived an improper personal benefit.
Item 7. Exemption from Registration Claimed.
Not Applicable
Item 8. Exhibits
Exhibits required to be filed with this Registration Statement
are listed in the Exhibit Index following the signature pages.
Certain of such exhibits which have heretofore been filed with the
Securities and Exchange Commission and which are designated by
reference to their exhibit numbers in prior filings are hereby
incorporated herein by reference and made a part hereof. The
Registrant undertakes to submit the Plan, and any future amendments
thereto, to the Internal Revenue Service (the "IRS") in a timely
manner and to make all changes required by the IRS in order to
continue to qualify the Plan.
Item 9. Undertakings
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement to include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.
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(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual
report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful defense
of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
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SIGNATURE
SIGNATURES
The Registrant. Pursuant to the requirements of the
Securities Act of 1933, the Registrant certifies that it has
reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Columbia, State of South Carolina,
on this 11th day of May 1995.
(REGISTRANT) SCANA Corporation
By: s/L. M. Gressette, Jr.
(Name & Title): L. M. Gressette, Jr., Chairman of the
Board, Chief Executive Officer,
President and Director
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following
persons in the capacities and on the date indicated.
(i) Principal executive officer:
By: s/L. M. Gressette, Jr.
(Name & Title): L. M. Gressette, Jr., Chairman of the
Board, Chief Executive Officer,
President and Director
Date: May 11, 1995
(ii) Principal financial and accounting officer:
By: s/W. B. Timmerman
(Name & Title): W. B. Timmerman, Executive Vice
President, Chief Financial Officer,
Controller and Director
Date: May 11, 1995
(iii) Other Directors:
* B. L. Amick, W. B. Bookhart, Jr., Hugh M. Chapman, J. B. Edwards,
E. T. Freeman, B. A. Hagood, Bruce D. Kenyon, F. C. McMaster,
Henry Ponder, J. B. Rhodes, E. C. Wall, Jr.
* Signed on behalf of each of these persons:
s/W. B. Timmerman
W. B. Timmerman
(Attorney-in-Fact)
May 11, 1995
Directors who did not sign:
W. T. Cassels, Jr.
W. Hayne Hipp
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The Plan. Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this registration statement to be signed on its behalf by the under-
signed, thereunto duly authorized, in the City of Columbia, State of South
Carolina, on May 11, 1995.
(PLAN) SCANA Corporation Stock
Purchase-Savings Plan
By: (Signature and Title) s/K. B. Marsh
K. B. Marsh
Chairman of the SCANA
Corporation Stock
Purchase-Savings Plan
Committee
s/M. K. Phalen
M. K. Phalen
Member of the SCANA
Corporation Stock
Purchase-Savings Plan
Committee
s/L. E. Cope
L. E. Cope
Member of the SCANA
Corporation Stock
Purchase-Savings Plan
Committee
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EXHIBIT INDEX
Sequentially
Numbered
Pages
Number
4. Instruments Defining the Rights of Security
Holders, Including Indentures
4.1 Restated Articles of Incorporation of SCANA
Corporation as adopted on April 26, 1989
(Exhibit 3-A to Registration Statement No.
33-49145)........................................... #
4.2 By-Laws of SCANA Corporation as revised and
amended on February 15, 1994 (Filed herewith)....... 9
4.3 SCANA Corporation Stock Purchase-Savings
Plan (As amended and restated from January 1, 1989
to and as of July 1, 1994) (Exhibit 4.3 to
Registration Statement No. 33-56923)................ #
4.4 Trustee Agreement SCANA Corporation Stock
Purchase-Savings Plan (Dated December 16,
1991) (Exhibit 4.4 to Registration
Statement No. 33-56923)............................. #
5. Opinion Re Legality (Filed herewith)..................... 33
15. Letter Re Unaudited Interim Financial
Information
Not applicable
23. Consents of Experts and Counsel
(a) Consent of Deloitte & Touche LLP (Filed herewith).... 34
(b) Consent of Asbury H. Gibbes (Included
in his opinion in Exhibit 5)
24. Power of Attorney (Filed herewith)....................... 35
27. Financial Data Schedule
Not applicable
28. Information From Reports Furnished to
State Insurance Regulatory Authorities
Not applicable
99. Additional Exhibits
Not applicable
# Incorporated herein by reference as indicated.
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Exhibit 3
BY-LAWS OF SCANA CORPORATION
As Revised and Amended February 15, 1994
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BY-LAWS
OF
SCANA CORPORATION
As Revised and Amended February 15, 1994
ARTICLE I
OFFICES
Section 1. The principal office of the Corporation, which
shall also be designated as its registered office, shall be located
in the City of Columbia, County of Richland, State of South
Carolina.
Section 2. The Corporation may also have offices and
places of business at such other places, within or without the
State of South Carolina, as the Board of Directors may from time to
time determine or the business of the Corporation may require.
ARTICLE II
SEAL
Section 1. The corporate seal shall have inscribed thereon
the name of the Corporation, the year of its organization and the
words "South Carolina". If authorized by the Board of Directors,
the corporate seal may be affixed to any certificates of stock,
bonds, debentures, notes or other engraved, lithographed or printed
instruments, by engraving, lithographing or printing thereon such
seal or a facsimile thereof, and such seal or facsimile thereof so
engraved, lithographed or printed thereon shall have the same force
and effect, for all purposes, as if such corporate seal had been
affixed thereto by indentation.
ARTICLE III
STOCKHOLDERS' MEETINGS
Section 1. Written or printed notices for annual or
special meetings of stockholders shall state the place, day and
hour of such meetings and, in case of special meetings, the purpose
or purposes for which the meetings are called.
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Section 2. Annual meetings of stockholders for the
election of Directors and for the transaction of any other business
permitted by law to be transacted at the annual meeting of
stockholders, and all special meetings of stockholders, for that or
for any other purpose, shall be held at such time and place as
shall be stated in a notice thereof. Annual meetings of
stockholders shall be held on the last Thursday in April of each
year, if not a legal holiday, and if a legal holiday, then on the
next business day following, when they shall elect members of the
Board of Directors in accordance with the provisions of the
Corporation's Articles of Incorporation and transact such other
business as may properly be brought before the meeting. Special
meetings shall be held on such day and hour as shall be stated in
the notice of each meeting, or in a duly executed waiver of notice
thereof. All meetings of stockholders shall be presided over by
the Chairman of the Board, the Vice Chairman of the Board, if any,
or, if there be none, or in his absence, by the President or a Vice
President.
Section 3. Except as otherwise provided by law, by the
Articles of Incorporation as the same may be amended from time to
time, or by these By-Laws as they may be amended from time to time,
the holders of a majority of the shares of stock of the Corporation
issued and outstanding and entitled to vote thereat, present in
person or represented by proxy, shall constitute a quorum at any
meeting of the stockholders for the transaction of business.
If, however, such quorum shall not be present or represented
at such meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have
the power, by a majority vote of those present, to adjourn the
meeting from time to time without notice (unless otherwise provided
in Section 8 of this Article III) other than by announcement at the
meeting, until a quorum shall be present or represented. At such
adjourned meeting at which a quorum shall be present or represented
any business may be transacted which may have been transacted at
the meeting as originally noticed provided notice of such adjourned
meeting, when required by Section 8 of this Article III, shall have
been given or waived.
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Section 4. At each meeting of the stockholders each
stockholder having the right to vote shall be entitled to vote in
person, or by proxy appointed by written or printed instrument
executed by such stockholder or by his duly authorized attorney or
by telegram or cablegram appearing to have been transmitted by such
stockholder but, except as otherwise provided by statute, no proxy
shall be valid after expiration of eleven months from the date of
its execution. Every proxy shall be dated as of its execution and
no proxy shall be undated or postdated. Every holder of record of
stock having voting power shall be entitled to one vote for every
share of stock standing in his name on the books of the
Corporation. The vote for directors and, upon the demand of any
stockholder or his duly authorized proxy, the vote upon any
question before the meeting shall be by ballot. All elections shall
be decided by a plurality of the votes cast by the holders of the
shares entitled to vote at the meeting of stockholders and, except
as otherwise provided by statute or by the Articles of
Incorporation, all other questions shall be decided by a majority
of the votes cast by holders of shares entitled to vote on such
question at such meeting.
Section 5. The Secretary or the agent of the Corporation
having charge of its stock transfer books shall, in advance of each
meeting of stockholders, prepare a complete list of the
stockholders entitled to vote at such meeting of stockholders or
adjournment thereof, which list shall be arranged in alphabetical
order with the address of and the number of shares held by each
stockholder. Unless the record of stockholders kept by the
Secretary or agent of the Corporation having charge of its stock
transfer books readily shows, in alphabetical order or by
alphabetical index, the information required to appear on such a
list of stockholders, such list of stockholders shall, for a period
commencing upon the date when notice of such meeting is given, and
in no event less than 10 days prior to the date of such meeting, be
kept on file at the registered office of the Corporation or at its
principal place of business or at the office of its transfer agent
or registrar, and shall be subject to inspection by any stockholder
at any time during usual business hours. In any event, such list
shall be produced and kept open at the time and place of such
meeting and shall be subject to the inspection of any stockholder
during the whole time of such meeting.
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Section 6. Special meetings of the stockholders for any
purpose or purposes, unless otherwise prescribed by statute, may be
called by the Chairman of the Board, by the Vice Chairman of the
Board or by the President, and shall be called by the President or
Secretary at the request in writing of a majority of the Board of
Directors, or at the request in writing of holders of ten per cent
or more of the shares of stock of the Corporation issued and
outstanding and entitled to vote at the proposed meeting. Such
request shall state the purpose or purposes of the proposed
meeting.
Section 7. Business transacted at all special meetings
shall be confined to the objects stated in the call; provided,
however, that if all the stockholders of the Corporation entitled
to vote shall be present in person or by proxy, any business
pertaining to the affairs of the Corporation may be transacted.
Section 8. Notice of annual meetings of stockholders and
notice of any special meeting of stockholders for the election of
directors or for any other purpose, unless otherwise provided by
statute, shall be delivered personally or mailed, not less than ten
nor more than fifty days before the meeting, to each person who
appears on the books of the Corporation as a stockholder entitled
to vote at said meeting. In the event of the adjournment of any
meeting of stockholders, for whatever reason, for 30 days or more,
notice of the adjourned meeting shall be delivered personally or
mailed not less than ten nor more than fifty days before the date
for such adjourned meeting to each person whose name appears on the
books of the Corporation as a stockholder entitled to vote at said
adjourned meeting. Any such notice may be either written or
printed, or partly written and partly printed, and if mailed it
shall be directed to the stockholder at his address as it appears
on the books of the Corporation. Such notice shall briefly state
the business which it is proposed to present or to submit to such
meeting.
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ARTICLE IV
DIRECTORS
Section 1. The property and business of the Corporation
shall be managed by its Board of Directors. The number of
directors which shall constitute the entire Board of Directors
shall be fixed from time to time by the vote of a majority of the
entire Board, but such number shall in no case be less than nine
nor more than twenty. Each director shall own at least 100 shares
of Common Stock of the Corporation. Except as otherwise provided
by statute or in the Articles of Incorporation, the term of each
director heretofore or hereafter elected shall be from the time of
his election and qualification until the third annual meeting
following his election and until his successor shall have been duly
elected and shall have qualified.
The vote of at least 80% of the shares of stock of the
Corporation entitled to vote shall be required to remove an
incumbent member of the Board of Directors except for cause. "For
Cause" shall mean fraudulent or dishonest acts, or gross abuse of
authority in discharge of duties to the Corporation and shall be
established after written notice of specific charges and
opportunity to meet and refute such charges.
Section 2. In addition to the powers and authorities by
these By-Laws expressly conferred upon them, the Board may exercise
all such power of the Corporation and do all such lawful acts and
things as are not by statute or by the Articles of Incorporation or
by these By-Laws directed or required to be exercised or done by
the stockholders. A director or officer of this Corporation shall
not be disqualified by his office from dealing or contracting with
the Corporation either as a vendor, purchaser or otherwise, nor
shall any transaction or contract of this Corporation be void or
voidable solely by reason of the fact that any director or officer
or any firm of which any director or officer is a member or
employee, or any corporation of which any director or officer is a
shareholder, director, officer or employee, is in any way
interested in such transaction or contract, provided that the
material facts as to such interest and as to such transaction or
contract are disclosed or known to the Board of Directors or the
Executive Committee and noted in their respective minutes, or
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to the stockholders entitled to vote with respect thereto, as the
case may be, and that such transaction or contract is or shall be
authorized, ratified or approved either (1) by the vote of a
majority of a quorum of the Board of Directors or of the Executive
Committee, or (2) by a majority of the votes cast by holders of
shares of stock entitled to vote with respect thereto, without
counting (except for quorum purposes) the vote of or shares held or
controlled and voted by, as the case may be, any director so
interested or member or employee of a firm so interested or a
shareholder, director, officer or employee of a corporation so
interested; nor shall any director or officer be liable to account
to the Corporation for any profits realized by and from or through
any such transaction, or contract of this Corporation authorized,
ratified or approved as aforesaid by reason of the fact that he or
any firm of which he is a member or employee, or any corporation of
which he is a shareholder, director, officer or employee was
interested in such transaction or contract.
ARTICLE V
MEETINGS OF THE BOARD
Section 1. Within 10 days following the annual meeting of
stockholders for the election of directors, the Chief Executive
Officer shall call a meeting of the newly elected Board for the
purpose of organization, election of officers and transaction of
other business, such meeting to be held at such time, not later
than 15 days after such annual meeting of stockholders, and place
as shall be specified by the Chief Executive Officer. The
Secretary or other officer performing his duties shall give notice,
either personally or by mail or telegram, to each director not less
than four business days before the meeting, provided, however, that
no notice of such meeting need be given if all of the directors are
present or if those not present sign waivers of notice either
before or after the meeting. In the event that the Chief Executive
Officer shall fail to call such meeting within 10 days after such
annual meeting of stockholders, as aforesaid, the newly elected
Board shall meet at the registered office of the Corporation, in
Columbia, South Carolina, at 2:00 p.m. Columbia, South Carolina
time, on the fifteenth day following such annual meeting of
stockholders, if not a legal holiday, and if a legal holiday then
on the next business day following.
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Section 2. Regular meetings of the Board may be held
without notice at such time and place as shall from time to time be
designated by the Board.
Section 3. Special meetings of the Board may be called by
the Chairman of the Board, the Vice Chairman of the Board or the
President or any two directors and may be held at the time and
place designated in the call and notice of the meeting. The
Secretary or other officer performing his duties shall give notice
either personally or by mail or telegram not less than twenty-four
hours before the meeting. Meetings may be held at any time and
place without notice if all the directors are present or if those
not present sign waivers of notice either before or after the
meeting.
Section 4. At all meetings of the Board a majority of the
total number of directors then in office shall be necessary and
sufficient to constitute a quorum for the transaction of business,
and the act of a majority of the directors present at any meeting
at which there is a quorum shall be the act of the Board of
Directors, except as may be otherwise specifically provided by
statute or by the Articles of Incorporation or by these By-Laws.
Section 5. Any regular or special meeting of the Board may
be adjourned to any other time at the same or any other place by a
majority of the directors present at the meeting, whether or not a
quorum shall be present at such meeting, and no notice of the
adjourned meeting shall be required other than announcement at the
meeting.
Section 6. Directors, other than those who are salaried
officers or employees of the Corporation or of any affiliated
Company, shall receive compensation for their services as directors
at an annual rate as shall be set from time to time by resolution
of the Board of Directors, payable in quarterly installments at the
beginning of each quarter of the calendar year and, in addition
thereto, each such director shall receive such compensation for
each meeting of the Board, or of any committee of the Board, which
he shall have attended, as shall be set by resolution of the Board
of Directors, such additional compensation to be paid as soon as
practicable after the date of such meeting. All directors shall be
reimbursed for their reasonable expenses of attendance, if any, at
each regular or special meeting of the Board of Directors.
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Section 7. Directors who are salaried officers or
employees of the Corporation or of any affiliated Company and who
are members of the Executive Committee shall receive no
compensation for their services as such members in addition to such
compensation as may be paid to them as officers or directors, but
shall be reimbursed for their reasonable expenses, if any, in
attending meetings of the Executive Committee, or otherwise
performing their duties as members of the Executive Committee.
ARTICLE VI
EXECUTIVE AND OTHER COMMITTEES
Section 1. The Board of Directors may, by vote of a
majority of the full Board, designate three or more of their number
to constitute an Executive Committee, to hold office for one year
and until their respective successors shall be designated. Such
Executive Committee shall advise with and aid the officers of the
Corporation in all matters concerning its interests and the
management of its business, and shall, between sessions of the
Board, except as otherwise provided by law, have all the powers of
the Board of Directors in the management of the business and
affairs of the Corporation, and shall have power to authorize the
seal of the Corporation to be affixed to all papers which may
require it. The taking of any action by the Executive Committee
shall be conclusive evidence that the Board of Directors was not in
session at the time of such action.
The Board of Directors may, by vote of a majority of the full
Board, appoint from among their number, one or more additional
committees, consisting of three or more directors, which shall have
such powers and duties as may be fixed by the resolution of the
Board of Directors appointing such Committee.
Section 2. The Executive Committee shall cause to be kept
regular minutes of its proceedings, which may be transcribed in the
regular minute book of the Corporation, and all such proceedings
shall be reported to the Board of Directors at its next succeeding
meeting, and shall be subject to revision or alteration by the
Board, provided that no rights of third persons shall be affected
by such revision or alteration. A majority of the Executive
Committee shall constitute a quorum at any meeting. The Executive
Committee may take action without a
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meeting on the written approval of such action by all the members
of the Committee. The Board of Directors may by vote of a majority
of the full Board fill any vacancies in the Executive Committee.
The Executive Committee may, from time to time, subject to the
approval of the Board of Directors, prescribe rules and regulations
for the calling and conduct of meetings of the Committee, and other
matters relating to its procedure and the exercise of its powers.
Section 3. Other committees appointed by the Board shall
cause to be kept regular minutes of their proceedings and in
general the provisions as to procedure for such committees shall be
that set forth above with respect to the Executive Committee.
ARTICLE VII
OFFICERS
Section 1. The officers of the Corporation shall be
elected by the Board of Directors. They shall include a President,
one or more Vice Presidents, a Secretary, a Treasurer and a
Controller and may include a Chairman of the Board and a Vice
Chairman of the Board. In the event there shall be a Chairman of
the Board and a Vice Chairman of the Board, the Board of Directors
shall designate whether the Chairman of the Board, the Vice
Chairman of the Board or the President shall be the Chief Executive
Officer of the Corporation. If there shall be no Chairman of the
Board or Vice Chairman of the Board, the President shall be the
Chief Executive Officer of the Corporation. Any two or more of
such offices except those of Treasurer and Controller may be
occupied by the same person; provided, however, the same person may
not act in more than one capacity where action by two or more
officers is required.
Section 2. The Board of Directors, at its first meeting
after the election of directors by the stockholders, shall elect
from among its members, if it deems proper, a Chairman of the Board
and a Vice Chairman of the Board. It shall also elect a President
and one or more Vice Presidents, a Secretary, a Treasurer and a
Controller, none of whom need be members of the Board.
The Board of Directors, at any meeting, may elect such
additional Vice Presidents, and such Assistant Vice Presidents,
Assistant Secretaries, Assistant Treasurers and Assistant
Controllers, as it shall deem necessary, none of whom need be
members of the Board.
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Section 3. The Board of Directors, at any meeting, may
elect or appoint such other officers and agents as it shall deem
necessary. The tenure and duties of such officers and agents shall
be fixed by the Board of Directors or, in the absence of any action
by the Board of Directors so fixing such tenure and duties, the
tenure and duties shall be fixed by the Chief Executive Officer of
the Corporation, or by such officers or department heads to whom he
shall delegate such authority.
Section 4. The salaries and compensation of the officers
of the Corporation and of agents of the Corporation appointed by
the Board shall be fixed by the Board of Directors. The salaries
and compensation of all other employees of the Corporation shall,
in the absence of any action by the Board of Directors, be fixed by
the Chief Executive Officer of the Corporation.
Section 5. The officers of the Corporation elected
pursuant to Section 2 of this Article VII shall hold office until
the first meeting of the Board of Directors after the next
succeeding annual meeting of stockholders and until their
successors are elected and qualify in their stead. Any officer may
be removed at any time, with or without cause, by the affirmative
vote of a majority of the total number of directors then in office.
Any other employee of the Corporation may be removed at any time,
with or without cause, either (a) by vote of a majority of the
directors present at any meeting of the Board at which a quorum is
present, or (b) by vote of a majority of the members of the
Executive Committee, or (c) by the Chief Executive Officer of the
Corporation or by any officer who shall be exercising the powers of
the Chief Executive Officer of the Corporation, or by any superior
of such employee to whom such power of removal shall be delegated
by the Chief Executive Officer of the Corporation or the officer
exercising the powers of the Chief Executive Officer of the
Corporation.
ARTICLE VIII
CHIEF EXECUTIVE OFFICER
Section 1. The Chief Executive Officer of the Corporation
shall supervise, direct and control the conduct of the business of
the Corporation subject, however, to the general policies
determined by the Board of Directors and the Executive Committee,
if there be one.
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He shall be a member of the Executive Committee and all
committees appointed by the Board of Directors, except the Audit
Committee and the Long-Term Compensation Committee and any
committee or subcommittee making recommendations of performance
awards in shares of Company stock, shall have the general powers
and duties usually vested in the chief executive officer of a
corporation, and shall have such other powers and perform such
other duties as may be prescribed from time to time by law, by the
By-Laws or by the Board of Directors.
He shall, whenever it may in his opinion be necessary,
prescribe the duties of officers and employees of the Corporation
whose duties are not otherwise defined.
He shall have power to remove at any time, with or without
cause, any employee of the Corporation other than officers and
agents elected or appointed by the Board of Directors. He may, in
accordance with Section 5 of Article VII of these By-Laws, delegate
such power of removal.
ARTICLE IX
CHAIRMAN OF THE BOARD
Section 1. The Chairman of the Board, if there be one,
shall preside at all meetings of the Board of Directors and of the
stockholders, except when by statute the election of a presiding
officer shall be required.
He shall, if designated Chief Executive Officer pursuant to
Section 1 of Article VII of these By-Laws, have all the powers and
duties granted and delegated to the Chief Executive Officer by
Section 1 of Article VIII of these By-Laws. In such event he may
sign in the name of and on behalf of the Corporation any and all
contracts, agreements or other instruments pertaining to matters
which arise in the ordinary course of business of the Corporation
and, if authorized by the Board of Directors or the Executive
Committee, may sign in the name of and on behalf of the Corporation
any other contracts, agreements or instruments of any nature
pertaining to the business of the Corporation.
He shall have such other powers and perform such other duties
as may be prescribed from time to time by law, by the By-Laws or by
the Board of Directors.
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ARTICLE X
THE VICE CHAIRMAN OF THE BOARD
Section 1. The Vice Chairman of the Board shall, in the
absence of the Chairman, preside at all meetings of the Board of
Directors and of the stockholders, except when by statute the
election of a presiding officer shall be required.
He shall, if designated Chief Executive Officer pursuant to
Section 1 of Article VII of these By-Laws, have all the powers and
duties granted and delegated to the Chief Executive Officer by
Section 1 of Article VIII of these By-Laws. In such event he may
sign in the name of and on behalf of the Corporation any and all
contracts, agreements or other instruments pertaining to matters
which arise in the ordinary course of business of the Corporation
and, if authorized by the Board of Directors or the Executive
Committee, may sign in the name of and on behalf of the Corporation
any other contracts, agreements or instruments of any nature
pertaining to the business of the Corporation.
He shall have such other powers and perform such other duties
as may be prescribed from time to time by law, by the By-Laws or by
the Board of Directors.
ARTICLE XI
THE PRESIDENT
Section 1. The President shall, in the absence of the
Chairman of the Board or the Vice Chairman of the Board, preside at
all meetings of the Board of Directors and of the stockholders,
except when by statute the election of a presiding officer shall be
required.
He shall, if designated Chief Executive Officer of the
Corporation pursuant to Section 1 of Article VII of these By-Laws,
have all the powers and duties granted and delegated to the Chief
Executive Officer by Section 1 of Article VIII of these By-Laws.
In the event there shall be a Chairman of the Board or a Vice
Chairman of the Board who shall have been designated as Chief
Executive Officer of the Corporation pursuant to Section 1 of
Article VII of these By-Laws, then the President shall have such
powers and duties as may be assigned to him by the Chairman of the
Board or the Vice Chairman of the Board of Directors. In the
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absence or disability of the Chairman of the Board or the Vice
Chairman of the Board, he shall have all the powers and duties of
the Chairman of the Board or the Vice Chairman of the Board.
He may sign in the name of and on behalf of the Corporation
any and all contracts, agreements or other instruments pertaining
to matters which arise in the ordinary course of business of the
Corporation and, if authorized by the Board of Directors or the
Executive Committee, may sign in the name of and on behalf of the
Corporation any other contracts, agreements or instruments of any
nature pertaining to the business of the Corporation.
He shall have such other powers and perform such other duties
as may be prescribed from time to time by law, by the By-Laws or by
the Board of Directors.
ARTICLE XII
THE VICE PRESIDENT
Section 1. The Vice President shall, in the absence or
disability of the President, perform the duties and exercise the
powers of the President and shall perform such other duties as the
Board of Directors may prescribe.
The Vice President may sign in the name of and on behalf of
the Corporation contracts, agreements, or other instruments
pertaining to matters which arise in the ordinary course of
business of the Corporation, except in cases where the signing
thereof shall be expressly delegated by the Board of Directors or
the Executive Committee to some other officer or agent of the
Corporation. If authorized by the Board of Directors or the
Executive Committee, he may sign in the name of and on behalf of
the Corporation any other contracts, agreements or instruments of
any nature pertaining to the business of the Corporation. He shall
have such other powers and perform such other duties as may be
prescribed from time to time by law, by the By-Laws or by the Board
of Directors.
If there be more than one Vice President, the Board of
Directors or the Chief Executive Officer of the Corporation shall
assign to such Vice Presidents their respective duties.
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ARTICLE XIII
THE SECRETARY
Section 1. The Secretary shall attend all sessions of the
Board and all meetings of the stockholders and record all votes and
the minutes of all proceedings in a book to be kept for that
purpose; and shall perform like duties for the committees appointed
by the Board of Directors when required. He shall give, or cause
to be given, notice of all meetings of the stockholders and of the
Board of Directors, and shall perform such other duties as may be
prescribed by the Board of Directors or Chief Executive Officer,
under whose supervision he shall be. He shall be sworn to the
faithful discharge of his duty. Any records kept by him shall be
the property of the Corporation and shall be restored to the
Corporation in case of his death, resignation, retirement or
removal from office. He or his agent shall be the custodian of the
seal of the Corporation, the stock ledger, stock certificate book
and minute books of the Corporation, and its committees, and other
formal records and documents relating to the corporate affairs of
the Corporation.
Section 2. The Assistant Secretary or Assistant
Secretaries shall assist the Secretary in the performance of his
duties, exercise and perform his powers and duties, in his absence
or disability, and such other powers and duties as may be conferred
or required by the Board.
ARTICLE XIV
THE TREASURER
Section 1. The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate
accounts of receipts and disbursements in books belonging to the
Corporation and shall deposit all moneys and other valuable effects
in the name and to the credit of the Corporation, in such
depositories as may be designated by the Board of Directors or as
may be designated by persons to whom the Board of Directors
delegates such authority.
He shall disburse the funds of the Corporation in such manner
as may be ordered by the Board, taking proper vouchers for such
disbursements, and shall render to the Chief Executive Officer and
directors, at the regular meetings of the Board, or whenever they
may require it, an account of all his transactions as Treasurer and
of the financial condition of the Corporation.
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He shall give the Corporation a bond if required by the Board
of Directors in a sum, and with one or more sureties satisfactory
to the Board, for the faithful performance of the duties of his
office, and for the restoration to the Corporation, in case of his
death, resignation, retirement or removal from office, of all
books, papers, vouchers, money and other property of whatever kind
in his possession or under his control belonging to the
Corporation.
Section 2. The Assistant Treasurer or Assistant Treasurers
shall assist the Treasurer in the performance of his duties,
exercise and perform his powers and duties, in his absence or
disability, and such other powers and duties as may be conferred or
required by the Board.
ARTICLE XV
THE CONTROLLER
Section 1. The controller of the Corporation shall be the
principal accounting officer of the Corporation. He shall have
full control of all the books of the Corporation and keep a true
and accurate record of all property owned by it, of its debts and
of its revenues and expenses, and shall keep all accounting records
of the Corporation other than the record of receipts and
disbursements and those relating to deposit or custody of money and
securities of the Corporation, which shall be kept by the
Treasurer, and shall also make reports to the directors and others
of or relating to the financial condition of the Corporation. He
shall exhibit at all reasonable times his books of account and
records to any director of the Corporation upon application during
business hours at the office of the Corporation where such books of
accounts and records are kept.
He shall perform all duties generally incident to the office
of Controller and shall have such other powers and duties as, from
time to time, may be prescribed by law, by the By-Laws, or by the
Board of Directors.
Section 2. The Assistant Controller or Assistant
Controllers shall assist the Controller in the performance of his
duties, exercise and perform his powers and duties, in his absence
or disability, and such other powers and duties as may be conferred
or required by the Board of Directors.
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ARTICLE XVI
VACANCIES
Section 1. Except as otherwise provided by statute or in
the Articles of Incorporation, newly created directorships
resulting from any increase in the authorized number of directors
or any vacancies in the Board resulting from death, resignation,
retirement, disqualification, removal from office or any other
cause shall be filled only by the Board of Directors then in
office, although less than a quorum. A Director elected to fill a
vacancy shall hold
office until the next stockholders' meeting at which Directors of
any class are elected. If the office of any officer of the
Corporation shall become vacant for any reason, the Board of
Directors, by a majority vote of those present at any meeting at
which a quorum is present, may elect a successor or successors, who
shall hold office for the unexpired term in respect of which such
vacancy occurred.
ARTICLE XVII
RESIGNATIONS
Section 1. Any officer or any director of the Corporation
may resign at any time, such resignation to be made in writing and
to take effect from the time of its receipt by the Corporation,
unless some time be fixed in the resignation, and then from that
time. The acceptance of a resignation shall not be required to
make it effective. A vacancy shall be deemed to exist upon receipt
by the Corporation of such written resignation, and a successor
may, then or thereafter, be elected to take office when such
resignation becomes effective.
ARTICLE XVIII
DUTIES OF OFFICERS MAY BE DELEGATED
Section 1. In case of the absence of any officer of the
Corporation, or for any other reason the Board may deem sufficient,
the Board may delegate, for the time being, the powers or duties,
or any of them, of such officers to any other officer or to any
director.
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ARTICLE XIX
STOCK OF OTHER CORPORATIONS
Section 1. The Board of Directors shall have the right to
authorize any officer or other person on behalf of the Corporation
to attend, act and vote at meetings, of the stockholders of any
corporation in which the Corporation shall
hold stock, and to exercise thereat any and all the rights and
powers incident to the ownership of such stock and to execute
waivers of notice of such meetings and calls therefor; and
authority may be given to exercise the same either on one or more
designated occasions, or generally on all occasions until revoked
by the Board. In the event that the Board shall fail to give such
authority it may be exercised by the Chief Executive Officer of the
Corporation in person or by proxy appointed by him on behalf of the
Corporation.
ARTICLE XX
CERTIFICATES OF STOCK
Section 1. The certificates of stock of the Corporation
shall be entered in the books of the Corporation as they are
issued. No fractional shares of stock shall be issued.
Certificates of stock shall be signed by the President or a Vice
President and by the Secretary, or an Assistant Secretary, and the
seal of the Corporation shall be affixed thereto. Such seal may be
facsimile, engraved or printed. Where any certificate of stock is
signed by a transfer agent or transfer clerk or by a registrar, the
signatures of any such President, Vice President, Secretary or
Assistant Secretary, upon such stock certificate may be facsimiles,
engraved or printed. In case any such officer who has signed, or
whose facsimile signature has been placed upon, such certificate of
stock, shall have ceased to be such officer before such certificate
of stock is issued, it may be issued by the Corporation with the
same effect as if such officer had not ceased to be such at the
date of its issue.
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ARTICLE XXI
TRANSFERS OF STOCK
Section 1. Transfer of stock shall be made on the books of
the Corporation only by the person named in the certificate or by
attorney, lawfully constituted in writing, and upon surrender of
the certificate therefor.
ARTICLE XXII
FIXING OF RECORD DATE
Section 1. The Board of Directors is hereby authorized to
fix a time, not less than ten (10) days nor more than fifty (50)
days preceding the date of any meeting of stockholders or the date
fixed for the payment of any dividend or the making of any
distribution, or for the delivery of evidences of rights or
evidences of interests arising out of any change, conversion or
exchange of shares of stock, as a record date for the determination
of the stockholders entitled to notice of and to vote at such
meeting or entitled to receive any such dividend, distribution,
rights or interest, as the case may be; and all persons who are
holders of record of shares of stock at the date so fixed and no
others, shall be entitled to notice of and to vote at such meeting,
and only stockholders of record at such date shall be entitled to
receive any such notice, dividend, distribution, rights or
interests; and the stock transfer books shall not be closed during
any such period.
ARTICLE XXIII
REGISTERED STOCKHOLDERS
Section 1. The Corporation shall be entitled to treat the
holders of record of any share or shares of stock as the holder in
fact thereof and accordingly shall not be bound to recognize any
equitable or other claim to, or interest in, such share on the part
of any other person, whether or not it shall have express or other
notice thereof, save as expressly provided by the statutes of the
State of South Carolina.
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ARTICLE XXIV
LOST CERTIFICATES
Section 1. Whenever any stockholder shall desire a new
certificate of stock to replace an original certificate of stock
which has been lost, destroyed or wrongfully taken, he shall make
application to the Corporation for the
issuance of a new certificate or certificates in replacement of the
certificate or certificates which were lost, destroyed or
wrongfully taken, and shall file with the Corporation a good and
sufficient indemnity bond, together with an affidavit stating that
the applicant is the bona fide owner of such share(s) of stock and
specifying the number(s) of the certificate or certificates which
were lost, destroyed or wrongfully taken, the particular
circumstances of such loss, destruction or wrongful taking
(including a statement that the share(s) represented by such
certificate or certificates has or have not been transferred or
otherwise disposed of by such applicant in any manner.)
Upon completion by a stockholder of the requirements set forth
in the preceding paragraph, the Corporation shall issue a
certificate or certificates in replacement of the certificate or
certificates referred to in such stockholder's application if such
application is received by the Corporation before it has notice
that such certificate or certificates has or have been acquired by
a bona fide purchaser.
ARTICLE XXV
INSPECTION OF BOOKS
Section 1. The Board of Directors shall have power to
determine whether and to what extent, and at what time and places
and under what conditions and regulations, the accounts and books
of the Corporation (other than the books required by statute to be
open to the inspection of stockholders), or any of them, shall be
open to the inspection of stockholders, and no stockholder shall
have any right to inspect any account or book or document of the
Corporation, except as such right may be conferred by the statutes
of the State of South Carolina or by resolution of the directors or
of the stockholders.
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ARTICLE XXVI
CHECKS, NOTES, BONDS AND OTHER INSTRUMENTS
Section 1. All checks or demands for money and notes of
the Corporation shall be signed by such person or persons (who may
but need not be an officer or officers of the Corporation) as the
Board of Directors may from time to time designate or as may be
designated by persons to whom the Board of Directors delegates such
authority. The Board of Directors shall have authority to make
provision, with proper safeguards, for the signatures to appear on
all checks, including, but not by way of limitation, payroll
checks, to be made by facsimile, whether engraved or printed.
Whenever the seal of this Corporation is to be affixed to any
instrument being executed on behalf of this Corporation, such seal
shall be affixed thereto by the Secretary or an Assistant Secretary
and the fact of such affixation shall be attested to by the person
so affixing the seal.
ARTICLE XXVII
RECEIPT FOR SECURITIES
Section 1. All receipts for stocks, bonds or other
securities received by the Corporation shall be signed by the
Treasurer or an Assistant Treasurer, or by such other person or
persons as the Board of Directors or Executive Committee shall
designate.
ARTICLE XXVIII
FISCAL YEAR
Section 1. The fiscal year shall begin the first day of
January in each year.
ARTICLE XXIX
RESERVES
Section 1. The Board of Directors shall have power to fix
and determine, and from time to time to vary, the amount to be
reserved as working capital; to determine whether any, or if any,
what part of any, surplus shall be declared and paid as dividends,
to determine the date or dates for the declaration or payment
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of dividends and to direct and determine the use and disposition of
any surplus, and before payment of any dividend or making any
distribution of surplus there may be set aside out of the surplus
of the Corporation such sum or sums as the directors from time to
time, in their absolute discretion, think proper as a reserve fund
to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for
such other purpose as the directors shall think conducive to the
interests of the Corporation.
ARTICLE XXX
NOTICES
Section 1. In addition to the telegraphic notice permitted
by Section 3 of Article V of these By-Laws, whenever under the
provisions of these By-Laws notice is required to be given to any
director, officer or stockholder, it shall not be construed to
require personal notice, but such notice may be given in writing,
by mail, by depositing a copy of the same in a post office, letter
box or mail chute, maintained by the Post Office Department, in a
postpaid sealed wrapper, addressed to such stockholder, officer or
director, at his address as the same appears on the books of the
Corporation.
A stockholder, director or officer may waive any notice
required to be given to him under these By-Laws.
ARTICLE XXXI
INSPECTORS OF ELECTION
Section 1. Prior to every meeting of the stockholders the
Board of Directors may appoint any odd number of inspectors of
election to act as inspectors at such meeting. In the event that
inspectors shall not be so appointed, they shall be appointed by
the person presiding at such meeting and if any inspector shall
refuse to serve, or neglect to attend such meeting or his office
becomes vacant, the person presiding at the meeting may appoint
another inspector in his place. The inspectors appointed to act at
any meeting of the stockholders shall, before entering upon the
discharge of their duties, be sworn faithfully to execute the
duties of inspector at such meeting with strict impartiality and
according to the best of their ability.
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ARTICLE XXXII
DIRECTOR, OFFICER AND EMPLOYEE INDEMNIFICATION
Section 1. The Corporation shall indemnify any and all of
its employees, officers, or directors, or former officers or
directors (including their heirs, executors, and administrators),
or any person who may have served at its request or by its
election, designation, or request as a member, agent, employee,
director or officer of any other corporation or partner, trustee or
otherwise, of any organization against expenses actually and
necessarily incurred by them in connection with the defense or
settlement of any action, suit or proceeding (which shall include
any threatened, pending, or completed action, suit or proceeding,
whether civil, criminal, administrative, investigative or
arbitrative) in which they, or any of them, are made parties, or a
party, by reason of being or having been agents, employees,
directors or officers of the Corporation, or of such other
organization, except in relation to matters as to which any such
agent, employee, director or officer or former employee, director
or officer or person shall be adjudged in such action, suit or
proceeding to be liable for willful misconduct in the performance
of duty and to such matters, as shall be settled by agreement
predicated on the existence of such liability. Such indemnity
shall be in accordance with a written plan adopted by the Board of
Directors, which plan shall be in accordance with the law of South
Carolina. The indemnification provided hereby shall not be deemed
exclusive of any other right to which anyone seeking
indemnification hereunder may be entitled under any By-Law,
agreement, or otherwise. The Corporation may purchase and maintain
insurance on the behalf of any director, officer, agent, employee
or former employee, director or officer or other person, against
any liability asserted against them and incurred by them.
ARTICLE XXXIII
AMENDMENTS
Section 1. Except as otherwise provided in Section 2 below,
any of these By-Laws may be altered, amended or repealed, and/or one or more
By-Laws may be adopted, at a meeting of the stockholders, by a vote of
the holders of a majority of all shares of stock entitled to vote
to elect directors who are entitled to
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vote at such meeting, provided that written notice of such proposed
alteration, amendment, repeal and/or adoption, as the case may be,
shall have been given to all such stockholders at least ten days
before such meeting. Any of these By-Laws may also be altered,
amended or repealed, and/or one or more new By-Laws may be adopted,
by the vote of a majority of all directors then in office, at a
meeting of the Board of Directors, provided that the notice of such
meeting includes therein notice of such alteration, amendment,
repeal and/or adoption, as the case may be. At a meeting thereof,
the stockholders, by the vote of the holders of a majority of all
shares of stock entitled to vote to elect directors who are
entitled to vote at such meeting, may repeal any alteration or
amendment of these By-Laws made by the Board of Directors and/or
reinstate any of these By-Laws repealed by the Board of Directors,
and/or repeal any new By-Law adopted by the Board of Directors.
Section 2. Notwithstanding the provisions of Section 1
above, any alteration, amendment or repeal by the stockholders of
Section 1 of Article IV, Section 1 of Article XVI or this Section
2 of Article XXXIII of these By-Laws, or the adoption by the
stockholders of any new By-Law inconsistent with any of such
Sections, shall require the vote of the holders of at least 80% of
all shares of stock entitled to vote to elect directors who are
entitled to vote at such meeting.
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Exhibit 5
May 11, 1995
SCANA Corporation
1426 Main Street
Columbia, South Carolina 29201
Dear Sirs:
Pursuant to the terms of Rule 416(b) promulgated under the
Securities Act of 1933, as amended (the "Act"), and as a result of a
100% stock split (the "Stock Split") to become effective as of the
close of business on May 11, 1995 (the "Effective Date"), SCANA
Corporation (the "Company") proposes to file with the Securities and
Exchange Commission a Post-Effective Amendment to the Company's
Registration Statement No. 33-56923 on Form S-8 for the registration
under the Act of 1,707,036 additional shares of the Company's Common
Stock, without par value, which may be issued under the Company's
Stock Purchase Savings Plan (the "Plan").
I have participated in the preparation of the aforesaid Post-
Effective Amendment and am familiar with all other proceedings of the
Company in connection with the Stock Split. I also have made such
further investigation as I have deemed pertinent and necessary as a
basis for this opinion.
Based upon the foregoing, I advise you that after the Effective
Date and upon (a) the aforesaid Post-Effective Amendment becoming
effective; (b) the issuance and sale of the Additional Shares in
accordance with the terms of the Plan; (c) the due execution,
registration and countersignature of the certificates evidencing the
Additional Shares; and (d) the delivery of the Additional Shares to
the purchasers thereof against receipt of the purchase price therefor;
in my opinion the Additional Shares will have been duly authorized and
legally and validly issued and will be fully paid and nonassessable.
I hereby consent to the use of this opinion in connection with
the aforesaid Post-Effective Amendment.
Very truly yours,
s/Asbury H. Gibbes
Asbury H. Gibbes
Senior Vice President and
General Counsel
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Exhibit 23(a)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Post-Effective
Amendment No. 1 to Registration Statement No. 33-56923 of SCANA Corporation on
Form S-8 of our report dated February 6, 1995, appearing in the Annual Report on
Form 10-K of SCANA Corporation for the year ended December 31, 1994.
s/Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Columbia, South Carolina
May 11, 1995
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Exhibit 24
POWER OF ATTORNEY
The undersigned directors of SCANA Corporation (the "Company"), hereby
appoint L. M. Gressette, Jr. and W. B. Timmerman, and each of them severally, as
the attorney-in-fact of the undersigned, to sign in the name(s) and behalf of
the undersigned, in any and all capacities stated therein, and to file with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
a Registration Statement on Form S-8, and any and all amendments thereto, with
respect to the issuance and sale of 2,000,000 additional shares of common stock
under the Company's Stock Purchase-Savings Plan.
Dated: June 15, 1993
Columbia, South Carolina
s/B. L. Amick s/W. B. Bookhart, Jr.
B. L. Amick W. B. Bookhart, Jr.
Director Director
s/Bruce D. Kenyon s/F. C. McMaster
Bruce D. Kenyon F. C. McMaster
Director Director
s/Hugh M. Chapman s/Henry Ponder
Hugh M. Chapman Henry Ponder
Director Director
s/J. B. Edwards s/J. B. Rhodes
J. B. Edwards J. B. Rhodes
Director Director
s/E. T. Freeman s/E. C. Wall, Jr.
E. T. Freeman E. C. Wall, Jr.
Director Director
s/B. A. Hagood
B. A. Hagood
Director
35
